PLEASE READ CAREFULLY PRIOR TO ANY USE OF OR ACCESS TO ANY APPLICATION, THE CLIPO SERVICES OR ANY SITES (EACH AS DEFINED BELOW).
Clipo, Inc. (“Clipo”) provides the Polyvibe Application (Polyvibe) and the related services (the “Services”), conditioned upon your acceptance to the following Terms of Service (these “TOS”), which may be updated by Clipo from time to time, with or without advance notice to you. You can review the most current version of these TOS at any time at http://www.polyvibe.ai/terms.
As used herein, the Polyvibe Application” means the software application released by Clipo under the name Polyvibe and on any platform, including without limitation, iOS, Android and Windows Mobile; “you”, “yours” and “User” means the user of Polyvibe and/or Services; “we”, “us”, Polyvibe and “our” means Clipo. These TOS are immediately effective upon your access to or use of Polyvibe and the Services. If you do not agree to these TOS, you are required to immediately stop all use of and access to Polyvibe.
You represent that you are of legal age to agree to these TOS and to form a binding contract with us, and that you are not a person barred from receiving, accessing or using Polyvibe under the laws of the United States or other applicable jurisdiction. In addition, you affirm that you have not been previously suspended or removed from Polyvibe.
You are responsible for maintaining the confidentiality of personal or confidential information residing on your computer, mobile phone, tablet or other consumer electronic device (“User Devices”), and are fully responsible for all activities that occur through your User Devices and through your use of Polyvibe. You agree to immediately notify us of any unauthorized use of Polyvibe or any other breach of security that you become aware of.
You agree that you will not:
By using Polyvibe you provide us with Content. You retain full ownership to your Content. These TOS do not grant us any rights to your Content except as set forth in these TOS in connection with Polyvibe. We may use your Content to operate the Polyvibe application, for example, by hosting your Content, sharing them at your direction and displaying them. This includes product features visible to you, for example, image thumbnails or previews. It also includes design choices we make to technically administer the Polyvibe applications. You hereby grant to us a nonexclusive worldwide license to use your Content in connection with the Polyvibe application. This license also extends to third party partners we work with, for example, Amazon or advertising partners.
The Services consist of interactive features and areas that allow users to create, post, transmit, and/or store content, including but not limited to photos, videos, text, graphics, items, or other materials (collectively, "User Content"). You understand that you are responsible for all data charges you incur by using the Services. You also understand that your User Content may be viewable by others.
You agree that you are solely responsible for your User Content and any claims arising therefrom, and that Polyvibe is not responsible or liable for any User Content or claims arising therefrom. While we are not obligated to do so, we reserve the right, and have absolute discretion, to review, screen, and delete User Content at any time and for any reason.
You retain all ownership rights in your User Content. However, by submitting User Content to Polyvibe, you hereby grant us an irrevocable, nonexclusive, worldwide, perpetual, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, edit, publish, create derivative works from, distribute, perform, promote, exhibit, and display such User Content in any and all media or distribution methods, now known or later developed (the "User Content License"), subject to any privacy settings you have set to control who can see your User Content. No use of User Content in accordance with the User Content License shall entitle you to any compensation from Polyvibe, or any other companies, organizations, or individuals.
You agree that any feedback, suggestions, ideas, or other information or materials regarding Polyvibe or the Services that you provide, whether by email or otherwise ("Feedback"), are non-confidential and shall become the sole property of Polyvibe. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledging or compensating you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). We like hearing from users, but please do not share your ideas with us if you expect to be paid or want to continue to own or claim rights in them.
Unless otherwise stated, all materials contained on or within the Services, including, but not limited to, text, graphics, images, code, illustrations, designs, icons, photographs, video clips, and written and other materials (collectively, "Polyvibe Content"), as well as their selection and arrangement, are protected by copyright, trademark, trade dress, patent, and/or other intellectual property laws. Unauthorized use of Polyvibe Content may violate such laws and these Terms. Except as expressly provided in these Terms, Polyvibe does not grant any express or implied rights to use Polyvibe Content. You agree that you will not copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, Polyvibe Content, the Services, or any related software, except as expressly stated in these Terms.
Subject to the terms and conditions of these TOS, you are hereby granted a limited, nonexclusive, non-sublicensable license to access and use the Services and Polyvibe Content for personal use (and for no commercial or other purpose) and only for the intended purpose of Polyvibe. We reserve all rights, title and interests in and to all intellectual property in or to Polyvibe, and except as set forth in the preceding sentence, no right, title and interest to such intellectual property is granted to you, explicitly, by implication, estoppel or exhaustion, or otherwise. This license is revocable at any time. This license is subject to these Terms and does not include:
Any use of the Services or Polyvibe Content other than as specifically authorized in these Terms, without the prior written permission of Polyvibe, is strictly prohibited and will terminate the license to use Polyvibe granted in these Terms.
After opening a Polyvibe account, you accept all responsibility for any activity that occurs while logged into your account. You are responsible for making sure that you keep your password secure and safe. You agree that you will not share your password with others or do anything that might jeopardize the security of your account, including sharing your password with or logging in through unauthorized third-party applications or clients that attempt to access the Polyvibe API. If you use any such application or client, you acknowledge and agree that Polyvibe will bear no responsibility for any actions taken by those applications or clients, such as any breach of or unauthorized use of your account information or messages.
When you first create a Polyvibe account, we ask for your mobile number to verify your account. Please be aware that your carrier’s text messaging and data fees apply for mobile number verification.
We reserve the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. You agree that we will not be liable for any modification, suspension, or discontinuance of the Services or any part thereof.
Polyvibe respects others’ intellectual property and asks that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us.
If you believe in good faith that Content transmitted through Polyvibe infringe your copyright, you (or your agent) may send us a notice requesting that we remove the Content or block access to it. Please provide the following information: (i) an electronic or physical signature of the owner (or person authorized to act on behalf of the owner) of the copyrighted work; (ii) a description of the specific copyrighted work that you claim has been infringed upon; (iii) information reasonably sufficient to permit us to locate the copyrighted work; (iv) your address, telephone number, and e-mail address; (v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. We have the right to transmit the notification to the User who has transmitted or received the allegedly infringing material, and to transmit any counter-notification to the complaining party.
We reserve the right to delete or disable Content alleged to be infringing and to terminate repeat infringers. Our designated agent for notices and counter notices is:
The Services are hosted in the United States. If you are a user accessing the Services from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Services, which are governed by U.S. law, you are transferring your personal information to the United States and you consent to that transfer.
By agreeing to these Terms you agree to indemnify, defend, and hold harmless Clipo, our managing members, shareholders, employees, affiliates, licensors, and suppliers (the "Clipo Parties") from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to (a) your access to or use of the Services; (b) any User Content you post, upload, use, distribute, store, or otherwise transmit through the Services; (c) your violation of these Terms; (d) your violation of the rights of another, including without limitation, any intellectual property right, publicity, confidentiality, privacy, or propriety right; or (e) your violation of any statutes, codes, ordinances, laws, rules, regulations, including without limitation, all regulatory, administrative, and legislative authorities.
Except where prohibited by law, in no event will Clipo or the Clipo Parties be liable for any indirect, special, punitive, incidental, exemplary, or consequential damages that result from (a) the use of, or inability to use, the Services; (b) the provision of the Services or any materials available therein; or (c) the conduct of other users of the Services, even if Clipo has been advised of the possibility of such damages. You assume total responsibility for your use of the Services. Your only remedy against Clipo for dissatisfaction with the Services or any content is to stop using the Services. If, notwithstanding these Terms, Clipo is found liable to you for any damage or loss that arises out of or is in any way connected with your use of the Services or any content, Clipo’s liability shall in no event exceed $1.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH CLIPO, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
1. Applicability of Arbitration Agreement. All claims and disputes in connection with the Terms or the use of any product or service provided by Clipo that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms set forth below (the "Arbitration Agreement"), except that you and Clipo are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. This Arbitration Agreement applies to you and Clipo, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
2. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with the Terms ("Arbitration Rules"). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is ten thousand U.S. dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
3. Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected as provided above, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
4. Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and Clipo, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Clipo.
5. Waiver of Jury Trial. YOU AND CLIPO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Clipo in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND CLIPO WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
6. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding any other provision in these Terms, in the event that this subparagraph is deemed invalid or unenforceable, neither you nor we are entitled to arbitration and instead all claims and disputes shall be resolved in a court located in Los Angeles County, California.
7. Confidentiality. No part of the procedures shall be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. Notwithstanding the foregoing, no party shall be prevented from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
8. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
9. Small Claims Court. Notwithstanding the foregoing, either you or Clipo may bring an individual action in small claims court.
10. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in San Francisco County, California, for such purpose.
11. Survival. This Arbitration Agreement will survive the termination of your relationship with Clipo.
A lawsuit, if any, by you or Clipo against the other will occur in state or federal court in San Francsico County, California. You and Clipo agree that the jurisdiction and venue of these courts is exclusive.
Any dispute between you and Clipo will be governed by these Terms and the laws of the State of California and applicable United States law, without giving effect to any conflict-of-laws principles that may provide for the application of the law of another jurisdiction.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
These Terms supersede all prior understandings regarding the same and represent the complete agreement between you and Clipo. These Terms do no create or confer any third-party beneficiary rights. We may change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending a notification, posting a notice on the Services, or updating the "Last Updated" date above. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended Terms, you must stop using the Services and delete your Clipo account.